Lord of the Rings: Third Age of Defeat
by MortalKombat247
Summary: A what if where the Nazgul killed Frodo on Weathertop and reclaimed the Rings leading to the return of Sauron and the conquest of Middle Earth
1. Chapter 1

**I do not own the Lord of The Rings. This is purely fanfiction, no copyright infringement intended. Please leave any reviews and vote on my poll for my other stories. I hope you enjoy.**

_Lord of the Rings: Third Age of Defeat_

_On the ancient ruins of Amun Sul during the Third Age the future king of Gondor Aragorn protected four hobbits. One of these hobbits was called Frodo Baggins, the Ring-Bearer who would later destroy the One Ring and the Dark Lord Sauron with it. That night the Ringwraiths attacked the camp and Frodo was injured but later survived thanks to Aragorn and the elves of Rivendell. But what would have happened if the Ring-Bearer died that night?_

_Chapter 1- Reclaiming of the Ring_

"Keep the fire low," Aragorn ordered "The Dark Lord has many spies who would be able to see the fire from miles around."

The Ranger still wore his long green coat that wrapped around the dark figure in the night. Frodo did not like it. The night was freezing and for the last few days they had ran relentlessly from the Black Riders that trailed them since the peacefulness of the Shire that felt like it was years away. Sam placed a small pot on the fire that was filled with water and started to cut up a few potatoes.

"We may not have a large fire but we can still have a nice stew Mr Frodo. Yes a nice stew. I have a few taters and carrots and a few turnips. We'll have a nice stew going. Shame we don't have anythin' like a nice rabbit or fish. A nice rabbit would do."

"Same old Sam," Frodo chuckled "Even after days of being chased by Black Riders you still are optimistic enough to make a meal."

"Well I promised Mr Gandalf and my Old Gaffer that I would keep you safe Mr Frodo. They said 'You look out for Mr Frodo Sam' so I see keeping you fed as the best way to keep you safe."

After a few minutes of the stew brewing Sam poured the stew into five bowls as he mumbled about how a rabbit would make the stew taste much better. They all greedily gulped down the warm liquid to force away the bitter night. Merry and Pippin were chuckling to themselves while they ate the stew. Even the Strider let his guard down to enjoy the food. That is why none of them noticed the nine shadows.

The shadows dismounted their horses and walked silently up the hill. Years ago they had raised this area to the ground with an army of orcs in the name of the Dark Lord. Now they would spill more blood in his name. Tonight the One will be in their possession so He could become powerful once more. His army from Mordor would raise the armies of Gondor, the wizard Saruman would lead Isengard to destroy Rohan, Dol Guldur would raise Lothlorien to the ground as Rhun would destroy Erebor and Dale, and the goblins would pillage the North leaving only Rivendell…

A small hobbit started walking towards them chuckling mindlessly to himself. He never noticed the Morgul-blade arch towards his face. No sound came from him. They sniffed. The Ring was on the Halfling near to the Ranger. They heard one hobbit say:

"Where's Pippin got to?"

The Nazgul walked slowly towards the camp. A hobbit got up and walked towards the direction of his friend to the others saying 'Merry come back'. The blade claimed another victim but the eyes of the Ranger saw it. He brandished his sword and ran at the wraiths. Blades clashed as the experienced fighter clashed with the corrupted kings. The two remaining hobbits ran further into the ruins. The Ranger was not their trouble anymore. Their leader broke off silently from the battle and followed the Halflings.

Frodo ran. Merry and Pippin were already dead thanks to the Black Riders. Sam was yelling to run repeatedly. Frodo was not going to die running like common game. If this was his last stand he would stand and fight. He turned and pulled out Sting waiting for the beings of darkness. A cloaked figure stepped out of the darkness brandishing a blood soaked blade.

"Get behind me Sam!" he yelled to no avail.

Sam ran at the figure with a small blade towards the wraith. The blade flew out of his hand while his head rolled on the floor. Frodo started to brandish his sword until the bloodcurdling screech. He had heard it once before in the Shire. The noise was so bad it made him drop the sword. He saw the blade and the end.

"That is how the Ring was lost to the enemy," Aragorn explained "My lack of awareness has caused the death of the Halflings and Him to reclaim his power."

"It was not your fault," Elrond replied "You were the most able of all of us so if you could not help them no one could have."

The council of Elrond nodded in agreement. Here representatives gathered not to discuss how to destroy the Ring but to discuss how to defend their lands against the hoards of the darkness.

The Conquest of Middle-Earth had begun.

**Please leave your reviews and suggestions and I hope you enjoyed it.**


	2. Chapter 2

Chapter 2- The Rise of Isengard

The masses of fuel fell into the machines of fire. Black clouds of steam drifted into the night sky. Upon his balcony the wizard watched the spectacle with an expressionless face. Days ago he had shed his white clothes for robes of deep blue, the same colour as the sea that separated Middle Earth from the Undying Lands. He was no longer Saruman the White, but Saruman of Many Colours. His army was growing, growing to march upon the Rohirrim. It would be the first step before the whole of Middle Earth was under the spell of the Dark Lord. Of course the escape of Gandalf the Frey would allow the Free Peoples time to prepare their lands but now Sauron was powerful again. The Free Peoples were almost destroyed once, this time they will succeed. His spy in Edoras had weakened the King of Rohan enough so the Horse Breeders will fall quickly. A figure appeared behind him. It had sharp teeth but was hunched over with mould coloured skin which glistened like mucus. When it exhaled it made a queer huffing noise. The orc was fearful.

"My Lord," it spoke "They are ready."

The wizard grinned with malice. He brushed past the orc and descended down the stairs of Orthanc. In a matter of seconds he was standing in front of a patch of earth with a crowd of orcs surrounding it. One orc held a long shaft which it stabbed into the patch of earth. The earth burst open and a huge black shape emerged from the dirt like a beast. It then stood up revealing a humanoid with skin of darkness, eyes of an evil amber full of hatred, a mouth lined with rows of daggers that were teeth and hair that resembled dark worms. It grabbed the shaft wielding orc by the neck and with a quick movement the orc's head parted with its body. Another orc went to attack the beast only to have its throat torn out by the abominations teeth. Saruman laughed. The beats then knelt before its lord.

"Do you know how orcs first came into being?" Saruman asked "They were elves once, taken by the dark powers, tortured and mutilated. A ruined and terrible form of life. Now... perfected. My fighting Uruk-Hai. Whom do you serve?

"Saruman!" it yelled "Saruman! Saruman! Saruman!"

"You shall be my general. You shall be named Ugluk! You will taste man flesh. You will burn their homes, spill their blood, defile their women, enslave their children and conquer!"

"Saruman! Saruman! Saruman!"

The days that followed the Uruk-Hai grew in number. They needed no training. They were instantly disciplined, combat ready and bloodthirsty. They were armed with the greatest of weapons and armour. Their helmets were adorned with the White Hand. They were ready for battle. They were ready for blood.

_In an alternate reality the Ring was delivered to Rivendell and the Fellowship was formed. In this reality the very meeting that was designed to destroy the Ring was now deciding how to prepare for war._

"We know in Isengard the fallen wizard now breeds beings of evil," Elrond explained "The host of Dol Guldur grow their ranks ready to war with Lothlorien and Mirkwood, Mordor leads an army to subjugate the Harardrim to his cause and the goblins march from the Misty Mountains to sack the North."

"We must prepare for war!" Boromir yelled "I will not stand idly by and let abominations destroy the land that my father has protected all these years."

"Aye laddie," Gimli laughed "The dwarves have already smashed shields and axes with the armies from Rhun on the orders of Him."

"Spiders from Dol Guldur already have progressed North up to the Old Forest Road," Legolas said.

"Then it is clear what we must do," Gandalf said.

Elrond nodded in agreement. The time had come.

"We must form a Fellowship for the Free Peoples to rally behind," Elrond explained "The Fellowship of the Free Peoples. It shall be made of the Free Races: Elves, Dwarves, Men and Hobbits."

Fatty Bolger who Gandalf had brought from the Shire made a strange hiccoughing sound in delight. Others were showing a more dignified enthusiasm.

"Elrond and I will be members of the Fellowship," Gandalf explained "We will have Nine members in total to match the Ringwraiths."

"I'll go!" Bolger yelled.

"And I," Aragorn said.

"I shall go as well," Arwen said "I must for Rivendell."

"You shall have my sword," Boromir laughed.

"And my bow," Legolas replied.

"And my axe!" Gimli yelled.

"I shall journey with you," Glorfindel said.

"Then let it be known that today we plant the seeds of resistance against the Dark Lord!" Elrond proclaimed "Today the Fellowship of the Free Peoples will stand against the darkness!"

**Thank you for reading and I hope you enjoyed it. Next chapter the Uruk-Hai march to Fangorn to battle the ents and huorns that live there. Please leave any reviews, suggestions and constructive criticism for me. Note: Last chapter I accidentally put that Frodo had Sting to early, thank you to dj for pointing it out. Also this fanfiction is based on the book and not the film (which is my favourite film) so if you have not read the book you may not understand some plot points so leave me a message and I'll explain it to you.**


	3. Chapter 3

Chapter 3- The Fall of the Ents

Fangorn stood atop the hill watching the smoke. The black smoke that rose from the tower of the shamed wizard. A wizard should have known better than this. The smoke was the remains of his friends and brothers. They were felled with axes that the orcs used to hack and slash. They were dragged away to be burnt in the pits of fire of the wizard's machines of war. Every hour the green was replaced with ash. The others did nothing though. Only Quickbeam was willing to battle the invaders. He rallied the Huorns from their slumber to crush the invaders a day past.

When the sky a day ago turned crimson he met Quickbeam upon an overlook to watch the camps of the hackers and slashers. He was flanked by a dozen other young ents. They must have been only a few centuries old. They consisted of all types of tree: willow, oak, ash, maple, apple and pine.

"Fangorn" Quickbeam said "I have gathered as many Ents as I could. The Huorns are willing to war as well. We must go now while the orcs are not aware!"

"You cannot. These are not ordinary orcs. They are larger, fiercer and better armed. Three of these orcs can tear down a mighty oak centuries old. They were not born of the ground like normal orcs but of dark magic of the wizard."

"We can still destroy them though," the young Ent insisted "The Ents here can destroy the invaders and the Huorns can take them unawares."

"You are too rash young Ent."

"It is you who is wrong in this matter Fangorn."

After the young Ent immediately marched out to battle with the other young Ents with his Huorn allies. They fought valiantly. They crushed orcs under their colossal feet, swatted them like Men swats insects and broke their lines. The Huorns strangled and tore through the orcs with their ancient roots but it was not enough. The orcs were too powerful and too numerous. They hacked and slashed at the roots and Ents. They set alight the tree beings with fire arrows. Quickbeam had his feet hacked off by a dozen orcs. He fell down only to be washed in a flammable liquid and set alight. He was used as a bonfire for the orcs dead. No Ent or Huorn who went to battle survived. It was the wizards doing.

The entmoot was quicker than the nights before. The burning of the other Ents caused the elder ones to be more battle hungry but they were wary. If they marched into battle blindly like their brothers they would suffer the same. They would have to wait until the orcs came. Came they did. At Midnight the orcs marched like sentries into the heart of the forest hungry for war. Their eyes glowed like orange lanterns locked into their skulls. The Ents were immediately upon the invaders. Fangorn grabbed two orcs, one in each hand, and threw the crushed bodies at other invaders. As orcs attempted to hack at his legs he stood on the ants, grounding them into the earth beneath. Orcs with flame arrows were destroyed by Fangorn as he grabbed their fellow soldiers and threw the dead at the archers. Next to him a willow was hacked down with axes of stone and metal. He was set alight by a torch bearing orc. Fangorn roared in rage and crushed the murderers where they stood. Their black blood stained the green leaves but the darkness of the night shrouded the stained liquid. An ash and maple also fell to fire but they suffered as worse fate. They were not hacked before they were burnt, they were set alight where they stood. As they were reduced to ash the other Ents fought harder. Soon the invaders started to wain in number and they eventually failed. The Ents roared in triumph. They had won!

It was short lived. Fire balls shot out and set alight the other Ents standing around him. The wizard stood before him grinning.

"Saruman!" Fangorn growled.

A single flame caught on the Ents' foot. His body acted as fuel for the flames as he cried in defeat and anger.


	4. Chapter 4

_Chapter 3- Lothlorien Burns_

The elf king Celeborn stood upon the balcony of Caras Galadhon watching the elves arm themselves in silver armour and forge their blades. The time was coming. Sauron was making his move against the free peoples of Middle Earth. Already news had reached them that Fangorn Forest was burning thanks to a party of orcs led by the wizard Saruman. His beloved queen Galadriel had taken a horse to intercept the Fellowship to warn them of the mass approaching.

The news had come three days prior. Haldir had returned with his scouting party looking grim. Haldrir took both of his brothers but only one had returned, the other with a black arrow poking between the plates of his armour on his shoulder.

"My graces," he had said to them bowing "I bring grave news."

"Come with us to Caras Galadhon," Galadriel replied to him "We cannot afford any news to be leaked to the people."

Haldir had bestowed his ill tidings to them in the common room of the treetop palace. Galadriel and he sat in their chairs of oak while Haldir told his story through sips of a drink containing healing herbs.

"We had reached the outskirts of the Mirkwood when we saw them. An army with scores of soldiers, so many we could not count them but the numbers were easily in the thousands. They were orcs flying the red eye of Sauron. Trolls were also with them carrying huge clubs and bearing battering rams and other siege weapons. While we were watching them a sudden shiver swept across us and at that moment we saw them. At the head of the force was three horse backed figures. One was the Mouth himself but the other two were of the Nine."

Galadriel's face changed not at this but Celeborn could tell that she became worried at the mention of the Nine leading the assault.

"Then the orc scouts saw us. They rained black arrows down upon us striking half of my men down instantly but the rest managed to escape. My brother was one of them. Half way home we found out some of the arrows were laced with a poison that took many good men's lives."

"We must warn Gandalf," Galadriel said in an instant "If lothlorien falls the Fellowship will be walking into a trap."

"You go," Celeborn replied "I'll also send all those who can't wield a blade to safety on boats to Thrandruil's halls."

That was days away and now the army of Sauron were descending further West towards his woods. Messengers had spotted orc scouts merely miles away already. Even worse reports had come back that some boats had been seen aflame floating down the river with the occupants burnt to a cinder under the flames. It was one thing killing warriors in battle with swords in their hands but something of pure evil and cowardice to burn unarmed women, men and children hiding in boats of wood. The orcs of Sauron will pay for what they have done to them.

The next day a letter had come from Galadriel:

_My King_

_I have reached the Fellowship safely but tragedy has struck. The hobbit they had with them and Gandalf himself have been slain while in the Mines of Moria. The hobbit by goblin archers while Gandalf fought valiantly against a Balrog of Morgoth. We are heading towards Gondor in hope that they will send aid to the elves._

_Your Queen._

This was truly dark times if a wizard was killed by the denizens of evil. They must prevail against the army that Sauron has sent to plant the seeds of resistance against Sauron. While re-reading the letter a horn blared into life in the near distance. Three short blasts. The enemy was finally upon them.

Celeborn stood before the army of Lothlorien awaiting the army of darkness. Archers stood poised and ready in their treetop vantage point with fire arrows ready to burn the invading orcs. His warriors stood in position with shield in one hand and sword in the other ready for attack. Behind them trebuchets and catapults were armed with rocks and flaming boulders ready to destroy the trolls and machines of the enemy. It was darkness when the first wave of attackers came. They were armed with bows and swords ready to cut down the elves.

"Archers loose arrows!"

Elven arrows soared from the trees and hit the necks of the orcs. They died choking in a puddle of their own blood. A few orcs managed to fire a few arrows before being cut down. One or two elves were hit and fell over dead. When the first orcs reached the warriors the swords cut them down where they stood. One elf was killed by a blade but that was all the casualties. More orcs then charged at the elves followed by giant trolls as thick as tree trunks carrying giant swords and clubs.

"Archers fire at the trolls. Make sure they don't break our ranks."

Arrows soared at the trolls and some fell down crushing orc warriors beneath their weight. The elven warriors slashed at nearby orcs with their swords. Then three horsed figures emerged from the rabble. The Mouth and two of the Nine but Haldire specifically said there were three. Where was the third?

"My King look out!" Haldir shouted.

A winged beast of black swooped down upon the elven army sending their numbers scattering. Archers tried to fire at the beast but when they were distracted the trolls could easily smash their treetop vantage point. The beast grabbed Haldir in its scaly jaws and crushed the life out of him. One of the Nine was riding atop it.

"Fall back! Fall back! Fall back to Caras Galadhon!"

The retreat was a blur to Celeborn. The trebuchets and catapults were smashed by their orc counterparts, their rubble burning in the night. Around him elves were cut down by arrow flying through the air. When they reached Caras Galadhon they closed ranks. The orcs came to meet them with malice in their eyes. Suddenly another horn sounded behind them. Another black army was marching towards them flying a flag of a white spider. Goblins from the Misty Mountains. They were surrounded! A goblin catapult sent fire boulders raining down on the trees. One hit Caras Galadhon which made it burst alight. All around him Lothlorien was burning. He raised his sword and managed to cut down a few goblins and orcs, their blood staining his sword black with their blood. He was then sent flying by a catapult's load. When he was on his back an orc placed a sword through his heart. His world turned permanently black as Caras Galadhon crumbled into dust.


End file.
